Heartland Express (HTLD) Form 4 HEARTLAND EXPRESS / MICHAEL J GERDIN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GERDIN MICHAEL J

(Last) (First) (Middle)

901 NORTH KANSAS AVENUE

(Street)

NORTH LIBERTY IA 52317

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HEARTLAND EXPRESS INC [ HTLD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)	X	Other (specify below)
Chief Executive Officer / Co-Trustee of 10% Owner

3. Date of Earliest Transaction (Month/Day/Year)
01/22/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/22/2019		G(1)		984,766	D	$0	5,750,515	I	Trustee of GRATs(2)
Common Stock	01/22/2019		G(1)		651,010	D	$0	5,099,505	I	Trustee of GRATs(2)
Common Stock	01/22/2019		G(1)		672,499	D	$0	4,427,006	I	Trustee of GRATs(2)
Common Stock	01/22/2019		G(1)		651,010	A	$0	8,614,636	I	Co-Trustee of Trust(3)
Common Stock	01/22/2019		G(1)		984,766	A	$0	13,259,366	I	Co-Trustee of Trust(4)
Common Stock	01/22/2019		G(1)		672,499	A	$0	13,931,865	I	Co-Trustee of Trust(4)
Common Stock	12/07/2019		G(1)		830,592	D	$0	3,596,414	I	Trustee of GRATs(2)
Common Stock	12/07/2019		G(1)		445,849	D	$0	3,150,565	I	Trustee of GRATs(2)
Common Stock	12/07/2019		G(1)		603,318	D	$0	2,547,247	I	Trustee of GRATs(2)
Common Stock	12/07/2019		G(1)		445,849	A	$0	9,060,485	I	Co-Trustee of Trust(3)
Common Stock	12/07/2019		G(1)		830,592	A	$0	14,762,457	I	Co-Trustee of Trust(4)
Common Stock	12/07/2019		G(1)		603,318	A	$0	15,365,775	I	Co-Trustee of Trust(4)
Common Stock	12/16/2019		J(5)		2,020,000	D	$19.8(6)	7,040,485	I	Co-Trustee of Trust(3)
Common Stock	12/16/2019		J(5)		2,020,000	A	$19.8(6)	17,385,775	I	Co-Trustee of Trust(4)
Common Stock								38,424	I	Trustee of Trusts(7)
Common Stock								5,003,805	I	Co-Trustee of Trust(8)
Common Stock								1,936,276	I	Co-General Partner of Partnership(9)
Common Stock								681,124	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Annuity distributions made from grantor retained annuity trusts (GRATs) created for the benefit of Ann Gerdin.

2. Mr. Gerdin is the trustee of GRATs established by Ann S. Gerdin for her benefit. As trustee, Mr. Gerdin has sole voting and dispositive power over the shares owned by these GRATs.

3. Mr. Gerdin is one of the beneficiaries of the 2009 Gerdin Heartland Trust. Remainder interests were distributed from grantor retained annuity trusts created for the benefit of Mrs. Gerdin to the 2009 Gerdin Heartland Trust. The two other beneficiaries of the 2009 Gerdin Heartland Trust, Mrs. Durr and Mrs. Janssen, also reported the distribution of the remainder interests. Mr. Gerdin, Mrs. Durr, and Mrs. Janssen serve as co-trustees over shares held by the trust. Beneficial ownership is disclaimed with respect to this trust because none of the trustees have the power to vote or dispose shares without consent of the other two trustees.

4. Mr. Gerdin, Julie Durr, Angela Janssen, and Mrs. Gerdin serve as co-trustees over shares held by the Ann S. Gerdin Revocable Trust. As co-trustees, they have shared voting and dispositive powers with respect to this trust. Beneficial ownership is disclaimed for Mr. Gerdin, Mrs. Durr, and Mrs. Janssen.

5. Pursuant to a "substitution of assets" provision in the applicable trust documents of the 2009 Gerdin Heartland Trust, 2,020,000 shares were withdrawn from the trust and contributed to the Ann S. Gerdin Revocable Trust, and assets having a value equal to the withdrawn securities were contributed to the 2009 Gerdin Heartland Trust in substitution for the withdrawn securities. To the extent that this substitution of assets is deemed to be a purchase, the price reflecting the value for the withdrawn securities is $19.80 per share.

6. The sale price per share is estimated as of December 16, 2019 and is subject to adjustment. The final sales price per share will be determined pursuant to a valuation performed by an independent financial advisor retained by the reporting person, with such valuation including an evaluation of trading discounts appropriate for large block transactions in equity securities with similar trading characteristics. If the final sales price per share is not $19.80, the reporting person undertakes to amend this Form 4 to provide the final sales price per share as determined by the independent financial advisor.

7. Mr. Gerdin is the trustee of trusts created for the benefit of his children. As trustee, Mr. Gerdin has voting and dispositive powers with respect to the trusts. Beneficial ownership is disclaimed.

8. Mr. Gerdin is one of the beneficiaries of the 2007 Gerdin Heartland Trust. Mr. Gerdin, Mrs. Durr, and Mrs. Janssen serve as co-trustees over shares held by the trust. Beneficial ownership is disclaimed with respect to this trust because none of the trustees have the power to vote or dispose shares without the consent of the other two trustees.

9. The Ann S. Gerdin Revocable Trust, Mr. Gerdin, Mrs. Durr, and Mrs. Janssen are co-general partners of Gerdin Family Investments LP. None of the Ann S. Gerdin Revocable Trust, Mr. Gerdin, Mrs. Durr, or Mrs. Janssen has voting and dispositive powers with respect to this partnership without consent of the majority of the other co-general partners. Beneficial ownership is disclaimed except to the extent of each such reporting person's percentage ownership of general and limited partner shares in the partnership.

Remarks:

	/S/Michael J. Gerdin	12/18/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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